SECTION 1. Place of Meeting.
Meetings of shareholders shall be held in Cincinnati, Hamilton County, Ohio,
but the shareholders or the Board of Directors shall have authority to provide
for the holding of meetings of shareholders elsewhere within or without the
State of Ohio, except the annual meeting, or a meeting to elect
Directors. The Board of Directors is authorized to determine that a
meeting shall not be held at a physical place, but instead may be held solely
by means of communications equipment as authorized by Ohio law.

SECTION 2. Annual Meeting.
The annual meeting of the shareholders shall be held on the second Tuesday of
October in each year, or on such other date within thirty (30) days of such
date as may be designated by the Board of Directors. At the annual
meeting of shareholders, there shall be elected in accordance with the laws of
the State of Ohio and ARTICLE II of these Regulations, a Board of
Directors. Such other business shall occur at the annual meeting of
shareholders as determined by the chair of the meeting, unless otherwise
determined by the Board of Directors prior to the meeting.

SECTION 3. Special Meetings.
Special meetings of the shareholders may be called and held as provided by law.

SECTION 4. Notice of
Meetings. A notice, as required by law, of each regular or special
meeting of shareholders shall be given by the Chairman of the Board, the Chief
Executive Officer, the President, the Secretary, or an Assistant Secretary, not
less than ten (10) days before the meeting.

SECTION 5. Quorum.
The shareholders present in person or by proxy at any meeting shall constitute
a quorum unless a larger proportion is required to take the action stated in
the notice of the meeting, in which case, to constitute a quorum, there shall
be present in person or by proxy the holders of record of shares entitling them
to exercise the voting power required by the Articles of the Company to take
the action stated.

SECTION 6. Organization.
The Chairman of the Board shall preside at all meetings of the shareholders,
but in his or her absence the Board of Directors may appoint any officer to act
as presiding officer at the meeting. The Secretary of the Company shall
act as Secretary of all meetings of the shareholders, but in his or her absence
the presiding officer may appoint any person to act as Secretary of the
meeting.

SECTION 7. Order of
Business and Rules. Unless otherwise
determined by the Board of Directors prior to the meeting, the chair of the
meeting shall determine the order of business of each annual meeting of
shareholders. The chair shall also determine the rules of procedure for
the meeting and shall have the authority to regulate the conduct of any such
meeting as he or she deems appropriate.

SECTION
8. Notice of Shareholder Business and Nominations to be Brought Before
a Meeting of Shareholders.

(a) Business
Properly Brought Before an Annual Meeting of Shareholders. Nominations
of persons for election to the Board of Directors, or the proposal of other
business to be considered by the shareholders, may be made at an annual meeting
of shareholders only if properly brought before the meeting. To be
properly brought before an annual meeting of shareholders, any director
nominations or other business must be (i) brought before the meeting by the
Company and specified in the notice of meeting given by or at the direction of
the Board of Directors, (ii) brought before the meeting by or at the direction
of the Board of Directors, or (iii) otherwise properly brought before the
meeting by a shareholder who (A) was a shareholder of record (and, with respect
to any beneficial owner, if different, on whose behalf such business is proposed,
only if such beneficial owner was the beneficial owner of shares of the
Company) both at the time of giving the notice provided for in this Section 8
and at the time of the annual meeting, (B) is entitled to vote at the meeting,
and (C) has complied with this Section 8 as to such business. Except for
proposals properly made in accordance with Rule 14a-8 under the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder (as so amended and inclusive of such rules and regulations, the
"Exchange Act"), and included in the notice of meeting given by or at
the direction of the Board of Directors, the foregoing clause (iii) shall be
the exclusive means for a shareholder to make nominations or propose other
business to be brought before an annual meeting of shareholders.

(b) Requirement
of Timely Notice of Shareholder Business and Nominations for Director for the
Annual Meeting of Shareholders.

(i) To
properly bring business before an annual meeting of shareholders, a shareholder
must provide (A) Timely Notice (as defined below) thereof in writing and in
proper form to the Secretary of the Company and (B) any updates or supplements
to such notice at the times and in the forms required by this Section 8.

(ii)
With respect to any nominations of persons for election to the Board of
Directors, a shareholder's notice must be delivered to, or mailed and received
at, the principal executive offices of the Company not less than one hundred
and forty (140) days nor more than two hundred and forty (240) days prior to
the one year anniversary of the preceding year's annual meeting; provided,
however, that if the date of the annual meeting is more than thirty (30) days
before or more than sixty (60) days after such anniversary date, notice by the
shareholder to be timely must be so delivered, or mailed and received, not
earlier than the two hundred and fortieth (240th) day prior to such annual
meeting and not later than the one hundred and fortieth (140th) day prior to such
annual meeting or, if later, the tenth (10th) day following the day on which
public announcement of the date of such annual meeting was first made.

(iii)
With respect to any other business (other than shareholder nomination of
directors), a shareholder's notice must be delivered to, or mailed and received
at, the principal executive offices of the Company not less than ninety (90)
days nor more than two hundred forty (240) days prior to the one year
anniversary of the preceding year's annual meeting; provided, however, that if
the date of the annual meeting is more than thirty (30) days before or more
than sixty (60) days after such anniversary date, notice by the shareholder to
be timely must be so delivered, or mailed and received, not earlier than the
two hundred fortieth (240th) day prior to such annual meeting and not later
than the ninetieth (90th) day prior to such annual meeting or, if later, the
tenth (10th) day following the day on which public announcement of the date of
such annual meeting was first made.

(iv)
Any notice of nominations or other business within the time periods referred to
in clauses (b)(ii) and (c)(iii), respectively, is a "Timely Notice"
for purposes of such nomination or other business. In no event shall any
adjournment or postponement of an annual meeting of shareholders, or the
announcement thereof, commence a new time period for the giving of Timely
Notice as described above.

(c) Business
Properly Brought Before a Special Meeting of Shareholders. At a
special meeting of shareholders, only such business will be conducted or
considered as is properly brought before the meeting. To be properly
brought before a special meeting, business must be (i) specified in the notice
of the meeting (or any supplement thereto) given in accordance with Section 4
of this ARTICLE I, (ii) otherwise brought before the meeting by the chair of
the meeting or (iii) brought before the meeting by or at the direction of the
Board of Directors. Nominations of persons for election to the Board of
Directors may not be made at a special meeting of shareholders unless directors
are to be elected pursuant to the Company's notice of meeting. In such
case, any shareholder of the Company who (I) was a shareholder of record (and, with
respect to any beneficial owner, if different, on whose behalf such business is
proposed, only if such beneficial owner was the beneficial owner of shares of
the Company) both at the time of giving the notice provided for in this Section
8 and at the time of the meeting, (II) is entitled to vote at the meeting, and
(III) has complied with this Section 8 as to such nomination, may nominate a
person or persons (as the case may be), for election to such position(s) as
specified in the Company's notice of meeting.

(d) Requirement
of Timely Notice of Shareholder Nominations for Special Meeting of the
Shareholders Held for the Purpose of Electing One or More Directors. In the
event the Company calls a special meeting of shareholders for the purpose of
electing one or more directors to the Board of Directors, any shareholder
meeting the criteria in Section 8(c) above may nominate a person or persons (as
the case may be), for election to such position(s) as specified in the
Company's notice of meeting, if the shareholder's notice with respect to any
nomination shall be delivered to the Secretary of the Company at the principal
executive offices of the Company not earlier than the close of business on the
two hundred and fortieth (240th) day prior to such special meeting and not
later than the close of business on the later of the one hundred and fortieth
(140th) day prior to such special meeting or the tenth (10th) day following the
day on which public announcement is first made of the date of the special meeting
and of the nominees proposed by the Board of Directors to be elected at such
meeting. In no event shall any adjournment of a special meeting or the
announcement thereof commence a new time period for the giving of a
shareholder's notice as described above.

(e) Requirements
for Proper Form of Shareholder Notice. To be in proper form for purposes of
this Section 8, a shareholder's notice to the Secretary of the Company must:

(i) set
forth, as to the shareholder giving the notice and the beneficial owner, if
any, on whose behalf the nomination or proposal is made (A) the name and
address of such shareholder, as they appear on the Company's books, and the
name and address of such beneficial owner, (B) the class and number of shares
of the Company which are held of record by such shareholder as of the date of
the notice, and a representation that the shareholder will notify the Company
in writing within five business days after the record date for such meeting of
the class and number of shares of the Company held of record on such record
date, (C) the class and number of shares of the Company which are held of
record or are beneficially owned (within the meaning of Section 13(d) of the
Exchange Act) by such beneficial owner as of the date of the notice, and a
representation that the shareholder will notify the Company in writing within
five business days after the record date for such meeting of the class and
number of shares of the Company beneficially owned by such shareholder and such
beneficial owner on such record date, (D) any other information relating to
such shareholder and beneficial owner, if any, that would be required to be
disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for, as applicable, the proposal
and/or for the election of directors in a contested election pursuant to
Section 14 of the Exchange Act and the rules and regulations promulgated
thereunder, and (E) such shareholder's and beneficial owner's written consent
to the public disclosure of information provided to the Company pursuant to
this Section 8;

(ii) set
forth, as to the shareholder giving the notice or, if given on behalf of a
beneficial owner, as to the beneficial owner on whose behalf the nomination or
proposal is made (A) any agreements, arrangements or understandings entered
into by the shareholder or beneficial owner, as appropriate, and its affiliates
with respect to equity securities of the Company, including any put or call
arrangements, derivative securities, short positions, borrowed shares or swap
or similar arrangements, specifying in each case the effect of such agreements,
arrangements or understandings on any voting or economic rights of equity
securities of the Company, in each case as of the date of the notice and in
each case describing any changes in voting or economic rights which may arise
pursuant to the terms of such agreements, arrangements or understandings, (B)
to the extent not covered in clause (A) above, any disclosures that would be required
pursuant to Item 5 or Item 6 of Schedule 13D (regardless of whether the
requirement to file a Schedule 13D is applicable to the shareholder or
beneficial owner), and (C) a representation that the shareholder will notify
the Company in writing within five business days after the record date for such
meeting of the information set forth in clause (A) and (B) above as of such
record date;

(iii)
if the notice relates to any business other than a nomination of a director or
directors that the shareholder proposes to bring before the meeting, set forth
(A) a brief description of the business desired to be brought before the
meeting, the reasons for conducting such business at the meeting and any
material interest in such business of such shareholder and the beneficial
owner, if any, in such business and (B) a description of all agreements,
arrangements and understandings between such shareholder and beneficial owner,
if any, and any other person or persons (including their names) in connection
with the proposal of such business by such shareholder;

(iv)
set forth, as to each person, if any, whom the shareholder proposes to nominate
for election or reelection to the Board of Directors (A) all information
relating to such person that is required to be disclosed in a proxy statement
or other filings required to be made in connection with solicitations of
proxies for election of directors in a contested election pursuant to Section
14 of the Exchange Act and the rules and regulations promulgated thereunder (including
such person's written consent to being named in the proxy statement as a
nominee and to serving as a director if elected) and (B) a description of all
direct and indirect compensation and other material monetary agreements,
arrangements and understandings during the past three years, and any other
material relationships, between or among such shareholder and beneficial owner,
if any, and their respective affiliates and associates, or others acting in
concert therewith, on the one hand, and each proposed nominee, and his or her
respective affiliates and associates, or others acting in concert therewith, on
the other hand, including without limitation all information that would be
required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K
if the shareholder making the nomination and any beneficial owner on whose
behalf the nomination is made, if any, or any affiliate or associate therewith
or person acting in concert therewith, were the "registrant" for
purposes of such rule and the nominee were a director or executive officer of
such registrant;

(v)
set forth a representation that such shareholder intends to appear at the
annual meeting to bring such nomination or other business before the annual
meeting;

(vi)
set forth such other information as may reasonably be required by the Board of
Directors as described in the Company's proxy statement for the preceding
year's annual meeting; and

(vii)
be followed, within five business days after the record date for such meeting,
by the written notice providing the information described in clauses (i) and
(ii) above.

The Company may require
any proposed nominee to furnish such other information as may reasonably be
required by the Company to determine the eligibility of such proposed nominee
to serve as an independent director of the Company or that could be material to
a reasonable shareholder's understanding of the independence, or lack thereof,
of such nominee.

(f) Determination
of Business Not Properly Brought Before a Meeting. Only such persons
who are nominated in accordance with the procedures set forth in this Section 8
shall be eligible to serve as directors and only such business shall be
conducted at a meeting of shareholders as shall have been brought before the meeting
in accordance with the procedures set forth in this Section 8. Except as
otherwise provided by law, the Articles of Incorporation of the Company or
these Regulations, the determination of whether any business sought to be
brought before any annual or special meeting of the shareholders is properly
brought before such meeting in accordance with this Section 8 will be made by
the presiding officer of such meeting. If the presiding officer
determines that any business is not properly brought before such meeting, he or
she will so declare to the meeting and any such business will not be conducted
or considered.

(g) Rule
14a-8; Exchange Act Compliance. This Section 8 is expressly intended
to apply to any business proposed to be brought before an annual meeting of
shareholders other than any shareholder proposal made pursuant to Rule 14a-8
under the Exchange Act. Notwithstanding the foregoing provisions of this
Section 8, a shareholder must also comply with all applicable requirements of
the Exchange Act with respect to the matters set forth in this Section 8.
Nothing in this Section 8 will be deemed to affect any rights of shareholders
to request inclusion of proposals in the Company's proxy statement pursuant to
Rule 14a-8 under the Exchange

(h) Definition
of Public Announcement. For purposes of this Section 8, "public
announcement" means disclosure in a press release reported by a national
news service or in a document publicly filed by the Company with the Securities
and Exchange Commission pursuant to Sections 13, 14, or 15(d) of the Exchange
Act.

ARTICLE II

Board of Directors

SECTION 1. Number.
The Board of Directors shall be composed of thirteen (13) persons unless this
number is changed by: (1) the shareholders by the affirmative vote of the
holders of shares of the Company entitling them to exercise at least a majority
of the voting power of the Company voting as a single class at a meeting of
shareholders called for the purpose of electing Directors or (2) the affirmative
vote of at least two-thirds (2/3rds) of the whole authorized number of
Directors. The Directors may increase the number to not more than fifteen
(15) persons and may decrease the number to not less than ten (10)
persons. Any Director's office created by the Directors by reason of an
increase in their number may be filled by action of a majority of the Directors
in office.

SECTION 2. Election
and Term. Except as otherwise provided by law, the Articles of the
Company or these Regulations, Directors shall be elected at the annual meeting
of shareholders to serve one-year terms and until their successors are elected
and qualified. The number of Directors of the Company shall be fixed from
time to time in accordance with these Regulations and may be increased or
decreased as herein provided.

SECTION 3. Removal,
Vacancies. Directors may be removed from office, as provided by law,
by the vote of the holders of at least a majority of the voting power of the
Company, voting as a single class, entitling them to elect Directors in place
of those to be removed. Vacancies in the Board of Directors for any
unexpired term shall be filled by the remaining Directors, though less than a
majority of the whole authorized number of Directors, by the vote of a majority
of their number.

SECTION 4. Meetings.
Regular meetings of the Board of Directors shall be held as determined by the
Board of Directors. Special meetings of the Board of Directors may be
called at any time by the Chairman of the Board, the Lead Director (as elected
by the Board), the Chief Executive Officer (if a member of the Board) or by a
majority of the Board.

SECTION 5. Notice
of Meetings. The Board shall decide what notice, if any, shall be
given and the length of time prior to the meeting that such notice shall be
given of all meetings. Any meeting at which all of the Directors are
present shall be a valid meeting whether notice thereof was given or not, and
any business may be transacted at such a meeting.

SECTION 6. Quorum.
A majority of the Board of Directors shall constitute a quorum for the
transaction of business, and if at any meeting of the Board there be less than
a quorum present, a majority of those present may adjourn the meeting from time
to time.

SECTION 7. Compensation
of Directors. The Board of Directors is authorized to fix, from time
to time, their own compensation for attendance at the meetings of the Board,
which may include expenses of attendance when meetings are not held at the
place of residence of any attending Director.

ARTICLE III

Officers

SECTION 1. Number.
The officers of the Company shall be a Chairman of the Board, a Chief Executive
Officer, a President, a Secretary, one or more Assistant Secretaries, if
needed, a Treasurer, and one or more Assistant Treasurers, if needed. Any
two or more of the offices may be held by the same person, but no officer shall
execute, acknowledge or verify any instrument in more than one capacity if such
instrument is required to be executed, acknowledged or verified by two or more
officers.

SECTION 2. Other
Officers. The Board of Directors is authorized in its discretion to
provide for such other officers and agents as it shall deem necessary from time
to time and may dispense with any offices and agencies at any time except those
required by law.

SECTION 3. Election,
Term and Removal. The officers shall be elected by the Board of
Directors. Each officer shall be elected for an indeterminate term and
shall hold office during the pleasure of the Board. The Board may hold
annual elections of officers; in that event, each such officer shall hold
office until his or her successor is elected and qualified, unless he or she is
removed earlier by the Board, which may remove or suspend any officer at any
time, without notice, by the affirmative vote of a majority of the entire
Board. The Board, or a designated committee of the Board, shall fix the
compensation, if any, of each officer.

SECTION 4. Vacancies
and Absence. If any office shall become vacant by reason of the
death, resignation, disqualification or removal of the incumbent thereof, or
other cause the Board of Directors may elect a successor to hold office for the
unexpired term in respect to which such vacancy occurred or was created.
In case of the absence of any officer of the Company or for any reason that the
Board of Directors may determine as sufficient, the said Board may delegate the
powers and duties of such officer to any other officer, or to any Director,
except where otherwise provided by these Regulations or by statute, for the
time being.

ARTICLE IV

Indemnification

SECTION 1. Indemnity.
The Company shall indemnify, to the fullest extent permitted by law, any person
who was or is a party or is threatened to be made a party to any threatened,
pending, or completed claim, action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, by reason of the fact that he or
she (a) is or was a Director, officer or employee of the Company, or its
subsidiaries, or, (b) is or was serving at the request of the Company or its
subsidiaries as a director, trustee, officer, partner, managing member or
position of similar capacity of a Company subsidiary or another corporation,
limited liability company, partnership, joint venture, trust, employee benefit
plan, or other enterprise (whether domestic or foreign, nonprofit or for
profit) or (c) is or was providing to third party organizations volunteer
services that were duly authorized in accordance with the Company's process for
approval of such activities, against all liabilities and expenses actually and
reasonably incurred by or imposed on him or her in connection with, or arising
out of, any such claim, action, suit or proceeding.

SECTION 2. Liabilities
and Expenses. As used in this Article IV, the terms
"liabilit(y)(ies)" and "expense(s)" include but are not
limited to liabilities, expenses, attorneys' fees and disbursements, costs,
judgments, fines, penalties and amounts paid in settlement.

SECTION 3. Indemnification
Requirements. Notwithstanding anything to the contrary in this
Article IV, no person seeking indemnification shall receive indemnification
pursuant to this Article IV if he or she (a) failed to act in good faith, in a
manner he or she reasonably believed to be in, or not opposed to, the best
interests of the Company and its subsidiaries, (b) acted or failed to act, in
either case, with deliberate intent to cause injury to the Company or its
subsidiaries or with reckless disregard for the best interests of the Company
or its subsidiaries, or (c) knowingly engaged in criminal activity.

SECTION 4. Indemnification
Right Limitations. A determination that a person acted or failed to
act in the ways described in clauses (a), (b) or (c) of Section 3 shall be made
only if: (i) in cases of an adjudication on the merits, it is determined by any
court of competent jurisdiction; or (ii) in cases of settlement or compromise
involving a Director or officer of the Company, the Board of Directors of the Company
(excluding any Directors affected by self-interest), makes a determination to
that effect ; or (iii) in cases of settlement or compromise involving an
employee of the Company or its subsidiaries (who is not a Director or officer
of the Company)), the Chief Legal Officer and Chief Human Resource Officer, or
other Board designee, make a determination to that effect.

SECTION 5. Excluded
Costs and Other Sources. Indemnification under this Article IV shall
not include reimbursement of any amounts paid or payable to the Company or its
subsidiaries by the person entitled to indemnification under this Article
IV. Any indemnification or advancement provided pursuant to the rights
granted under Section 1(b) and Section 1(c) of this Article IV, shall be (i)
secondary to any indemnification, insurance coverage or advancement from any
such third party, and (ii) reduced by any amount such individual may collect as
indemnification, insurance coverage or advancement from any third party
including, but not limited to, pursuant to an insurance policy, indemnification
agreement or statutory right.

SECTION 6. Advances.
To the extent permitted by applicable law, liabilities and expenses incurred by
a person subject to this Article IV in defending or investigating a claim,
action, suit, or proceeding referenced in Section 1 of this Article IV shall be
paid by the Company in advance of the final disposition of such matter
upon receipt of a written undertaking by or on behalf of such person to (i)
repay any such amounts unless it is ultimately determined that such person is
entitled to indemnification under this Article IV and (ii) reasonably cooperate
with the Company, its subsidiaries, or third party organizations for which such
person performed volunteer services, concerning the action, suit or
proceeding.

SECTION 7. Non-Exclusive
Right. The right of indemnification provided for in this Article IV shall
not be exclusive of other rights to which any person entitled to
indemnification under this Article IV may be entitled as a matter of law.

SECTION 8. Survivaland
Successors. The right of indemnification provided for in this Article
IV shall continue as to a person who has ceased to be a Director, officer or
employee of the Company or its subsidiaries. The right of indemnification
provided for in this Article IV shall inure to the benefit of the heirs,
executors and administrators of any person entitled to indemnification under
this Article IV.

SECTION 9. Impairment of
Indemnification Right. No amendment, modification, termination or repeal of
this Article IV, nor, to the fullest extent permitted by law, any modification
of law, shall adversely affect the rights to indemnification or advancement of
expenses granted under this Article IV with respect to any actions, omission,
transactions or facts occurring prior to the final adoption of such amendment,
modification, termination or repeal.

ARTICLE V

Duties of Officers

SECTION 1. Chairman of the
Board. The Chairman of the Board of Directors shall preside at all
meetings of the Board, shall confer with and advise all other officers of the
Company, and shall perform such other duties as may be delegated to him or her
by the Board.

SECTION 2. Chief Executive
Officer. The Board of Directors shall elect the Chief Executive
Officer of the Company. The officer so elected shall be responsible for
the supervision, general control and management of all the Company's business
and affairs, subject only to the authority of the Board of Directors. He
shall make periodic reports to the Board of Directors, making such
recommendations as he thinks proper, and shall bring before the Board of
Directors such information as may be required relating to the Company's
business and affairs. The Board of Directors may designate one of the
officers of the Company to perform the duties and have the powers of the
officer who is the Chief Executive Officer in his or her absence, and during
such absence the officer so designated shall be authorized to exercise all of his
or her responsibilities.

SECTION 3. President.
The President shall perform such duties and have such responsibilities as may
be delegated or assigned to him or her by the Board or the Chief Executive
Officer.

SECTION 4. Other Officers.
All other officers shall perform such duties and have such responsibilities as
may be delegated or assigned to them by the Board of Directors or the Chief
Executive Officer.

SECTION 5. Bonds of
Officers. The Board of Directors shall determine which officers of
the Company shall give bond, and the amount thereof, the expense to be paid by
the Company.

ARTICLE VI

Shares of Stock

SECTION 1. Mutilated and
Lost Certificates. If any certificate for shares of the Company
becomes worn, defaced or mutilated, the Company, upon production or surrender
thereof may order the same cancelled, and a new certificate issued in lieu
thereof. If any certificate for shares be lost or destroyed, a new
certificate may be issued upon such terms and under such regulations as may be
adopted by the Board of Directors.

SECTION 2. Form. Some
or all of any or all of, the classes and series of the Company's shares shall
be uncertificated shares, provided however that shares represented by a
certificate may not be uncertificated until the certificate is surrendered to
the Company and any existing certificated security issued in exchange for an
uncertificated security shall not be uncertificated.

ARTICLE VII

General Welfare

SECTION 1. Policy.
It is declared to be the policy of the Company to recognize that its interests
and those of its employees are inseparable, and are best developed and
maintained by the adoption of such measures as will assure the employees of the
Company of this fact. To this end the Board of Directors is authorized,
in its discretion, to inaugurate and maintain a profit-sharing or other similar
plan, an adequate pension and benefit plan, and to grant to the employees such
voice in the conduct of the business as may seem to the Board to be right and
proper.

SECTION 2. Stock Ownership
by Employees. The Board of Directors is authorized to devise and
carry into effect such plans as it may deem advisable, to assist the employees
to become shareholders of the Company by the purchase of its shares.

ARTICLE VIII

Amendments

SECTION 1. Amendments.These Regulations, or any of them, may be altered, amended, added to or
repealed by the Board of Directors (to the extent permitted by the Ohio General
Corporation law) or by the affirmative vote of the holders of at least a
majority of the outstanding shares of capital stock of the Company entitled to
vote thereon, considered for the purposes of this SECTION 1 as one class.

ARTICLE IX

Assent of Shareholders

SECTION 1. Effect.
Any person becoming a shareholder in this Company shall be deemed to assent to
these Regulations, and any alterations, amendments, or additions thereto,
lawfully adopted, and shall designate to the Secretary or appointed Transfer
Agents of the Company, the address to which he desires that the notices herein
required to be given may be sent, and all notices mailed to such address with
postage prepaid, shall be considered as duly given at the date of mailing,
provided, however, that in the event that any shareholder shall have failed to
so designate an address to which notices shall be sent, then said notices shall
be sent to any address where the Secretary believes he may be reached,
otherwise to "General Delivery, Cincinnati, Ohio." The mailing
of any notice to "General Delivery, Cincinnati, Ohio," shall be
conclusive that the Secretary knows of no address where he believes said
shareholder may be reached.

ARTICLE X

Choice of Forum

SECTION 1. ExclusiveForum.
Unless the Company consents in writing to the selection of an alternative
forum, a state court located within Hamilton County, Ohio (or, if no state
court located within Hamilton County, Ohio has jurisdiction, the federal
district court for the Southern District of Ohio) shall be the sole and
exclusive forum for (a) any derivative action or proceeding brought on behalf
of the Company, (b) any action asserting a claim of breach of a fiduciary duty
owed by any director or officer or other employee of the Company to the Company
or the Company's shareholders, (c) any action asserting a claim against the
Company or any director or officer or other employee of the Company arising
pursuant to any provision of the Ohio General Corporation Law or the Articles
of Incorporation of the Company or these Regulations (in each case, as they may
be amended from time to time), or (d) any action asserting a claim against the
Company or any director or officer or other employee of the Company governed by
the internal affairs doctrine.